EMPLOYMENT AGREEMENT
This
Employment Agreement (this “Agreement”)
is
entered into this 6th day of March, 2007 (the “Effective
Date”)
by and
between JUMA ACQUISITION CORP., a Delaware corporation with offices located
at
000 Xxxxxx Xxxxxx, Xxxxxxxxxxx, Xxx Xxxx 00000 (Juma Acquisition Corp., together
with its affiliates, hereinafter, the “Company”)
and
Xxxxxx Xxxxxxxxx, an individual with an address at [_______________]
(hereinafter, the “Employee”).
W
I T N E
S S E T H:
WHEREAS,
the Company is engaged in a business that includes the installation and wiring
of Digital Video Surveillance and Recording Systems, Access Control Security
Systems, Network Data Security, Phone Systems, Information Technology (IT)
Services and Related Equipment, that is provided to its corporate, commercial,
retail, business and educational customers; and
WHEREAS,
the Company desires to employ the Employee as [_____________], and desires
to
provide him with compensation and other benefits on the terms and conditions
set
forth in this Agreement; and
WHEREAS,
the Employee wishes to accept such employment and perform services for the
Company on the terms and conditions hereinafter set forth;
NOW
THEREFORE, it is hereby agreed by and between the parties as
follows:
1. Employment.
(a) Subject
to the terms and conditions of this Agreement, the Company agrees to employ
Employee during the term hereof as its [____________]
(b) Subject
to the terms and conditions of this Agreement, Employee hereby accepts
employment as [____________] of the Company and agrees to devote his full
working time and efforts, to the best of his ability, experience and talent,
to
the performance of services, duties and responsibilities on behalf of the
Company, or at the Company’s option, any affiliate of the Company in connection
therewith.
2. Term
of Employment.
Employee’s term of employment under this Agreement (the “Term”)
commenced on the Effective Date and, subject to the terms hereof, shall continue
for two (2) years until March 5, 2009. At such time, this Agreement shall
automatically terminate.
3. Compensation.
(a) Salary.
During
the Term, the Company shall pay Employee a base salary at the rate of One
Hundred Twenty-Five Thousand Dollars ($125,000) per annum (“Base
Salary”).
The
Base Salary shall be payable in accordance with the ordinary payroll practices
of the Company, but no less frequently than semi-monthly.
(b) Bonus.
As an
inducement to the Employee, during the Term of this Agreement and any renewal
or
extension period thereafter, the Employee, provided Employee is duly employed
by
the Company in accordance with the terms hereof at the time of the award of
such
bonus, shall be entitled to receive an annual bonus in the amount and pursuant
to the terms and conditions set forth in Schedule
A
attached
hereto.
(c) Compensation
Plans and Programs.
Employee shall be eligible to participate in the Company’s 2006 Stock Option
Plan or any other compensation plan maintained by the Company in which other
employees of the Company participate, on similar terms.
4. Employee
Benefits.
(a) Medical
and Dental Plans.
The
Company shall provide to the Employee and his family, during the Term, or any
renewal or extension thereafter, with coverage under all employee medical and
dental benefit programs, plans or practices adopted by the Company and made
available to all employees of the Company.
(b) Life
and Disability Insurance Benefit Plans.
The
Company shall provide Employee during the Term, or any renewal or extension
thereafter, with coverage under all employee life insurance and disability
insurance plans as may be adopted and in effect by the Company and made
available to all employees of the Company.
(c) Vacation
Benefit.
The
Employee shall be entitled to three (3) weeks paid vacation in each calendar
year (but no more than ten (10) consecutive business days at any given time),
which shall be taken at such times as are consistent with Employee’s
responsibilities hereunder. The Employee’s vacation schedule shall be submitted
and approved by the Company. The Employee agrees and understands that vacation
days shall not be taken during any period upon which the Company is undergoing
a
financial audit by its approved financial auditors. Unless otherwise approved
by
the Company, any vacation days not taken in any calendar year shall be forfeited
without payment therefore.
5. Termination
of Employment.
The
Company may terminate Employee’s employment at any time for any
reason.
6. Termination
in the Event of Death or Disability.
For purposes
of this Agreement, “Permanent
Disability”
shall
mean a disability that would entitle Employee to receive benefits under the
Company’s long-term disability plan as in effect from time to time or, if no
such policy be in effect, which prevents the Employee from performing his duties
hereunder for one hundred eighty (180) consecutive days or more.
(a) In
the event that Employee’s employment is terminated as a result of the Employee’s
permanent disability or by the Employee’s death, then Employee or his Estate
shall only be entitled to receive Base Salary and Bonuses already earned and
accrued through the date of termination.
(b) In
the event of termination of the Employee due to Employee’s death or permanent
disability, Employee’s benefits under the Company’s 2006 Stock Option Plan shall
terminate pursuant to the terms set forth in such plan. Notwithstanding the
foregoing, in the event of termination due to death, Employee’s option shall
immediately vest. All other such benefits identified herein shall be maintained
and in effect for three (3) additional months by the Company. After the
termination of Employee’s employment under this Section 6 and payment of all
amounts due to Employee under the terms of this Agreement, the obligations
of
the Company under this Agreement to make any further payments, or provide any
benefits specified herein (other than benefits required to be provided by
applicable law or under the terms of any employee benefit of the Company in
which the Employee was a participant) to Employee shall thereupon cease and
terminate.
7. No
Conflicts of Interest.
The
Employee shall not, directly or indirectly, engage or become interested in
any
other business, whether or not such business is competitive with the business
of
the Company, during the period of the Employee’s employment hereunder, or any
renewals or extensions thereof.
8. Nondisclosure
of Confidential Information; Ownership of Inventions.
The
Employee shall not, without the prior written consent of the Company, use,
divulge, disclose or make accessible to any other person, firm, partnership,
corporation, competitor or other entity, any Confidential Information pertaining
to the business or affairs of the Company, except (i) while employed by the
Company, in the business of and for the benefit of the Company, or (ii) when
required to do so by a Court of competent jurisdiction, by any governmental
agency having supervisory authority over the business of the Company, or by
any
administrative body or legislative body (including a Committee thereof) with
jurisdiction to order the Employee to divulge, disclose or make accessible
such
information.
For
purposes of this Section 8, “Confidential
Information”
shall
mean non-public information concerning financial data, strategic business plans,
sales or marketing plans, or other proprietary marketing data, proprietary
information, contracts or agreements with customers, vendors or consultants,
and
other non-public, proprietary and confidential information of the Company or
any
of the Company’s affiliates that is not otherwise available to the public (other
than by the Employee’s breach of the terms hereof).
Employee
further agrees that (a) all inventions, developments or improvements made by
Employee, either alone or in conjunction with others, during the course of
Employee’s employment by the Company or any affiliate of the Company, if reduced
to writing or practice during such Term, which relate to the business of the
Company or any of its affiliates, shall be the exclusive property of the
Company. Employee shall promptly disclose any such invention, development or
improvement to the Company, and, at the request and expense of the Company,
shall assign all of Employee’s rights to the same to the Company. Employee shall
sign all instruments necessary for the filing and prosecution of any
applications for or extension or renewals of letters patent of the United States
or any foreign country, which the Company desire to file.
All
copyrightable work by Employee relating to the businees of the Company or any
affiliate of the Company during the Term of Employee’s employment by the Company
or any of its affiliates is intended to be “work made for hire” as defined in
Section101 of the Copyright Act of 1976, as amended, and shall be the property
of the Company. If the copyright to any such copyrightable work is not the
property of the Company by operation of law, Employee will assign to the Company
all right, title and interest in such copyrightable work and will assist the
Company and its nominees in every reasonable way, at the Company’s expense, to
secure, maintain and defend for the Company’s benefit copyrights and any
extensions and renewal thereof on any and all such work including translations
thereof in any and all countries, such work to be and to remain the property
of
the Company whether copyrighted or not.
9. Non-solicitation.
For a
period two (2) years from the date of termination of this agreement Employee
shall not contact or solicit any of the Company’s customers, shareholders,
partners, members or employees.
10. Covenant
Not to Compete.
Employee will not, at any time, during the term of this Agreement, and for
one
(1) year thereafter, either directly or indirectly, engage in, with or for
any
enterprise, institution, whether or not for profit, business, or company,
competitive with the business (as identified herein) of the Company or the
business of any affiliate of the Company, as such business may be conducted
on
the date thereof or hereafter, as a creditor, guarantor, or financial backer,
stockholder, director, officer, consultant, advisor, employee, member, or
otherwise of or through any corporation, partnership, association, sole
proprietorship or other entity; provided, that an investment by the Employee,
his spouse or his children is permitted if such investment is not more than
four
percent (4%) of the total debt or equity capital of any such competitive
enterprise or business. As used in this Agreement, the business of the Company
shall be deemed to include any business which directly competes with the Company
or any of the Company’s affiliates.
11. Specific
Performance.
Since
the Company will be irreparably damaged if the provisions of Sections 7 - 10
hereof are not specifically enforced, the Company shall be entitled to an
injunction restraining any violation of this Agreement by the Employee (without
any bond or other security being required), or any other appropriate decree
of
specific performance. Such remedies shall not be exclusive and shall be in
addition to any other remedy which the Company may have.
12. Notices.
All
notices or communications hereunder shall be in writing, addressed as
follows:
If to the Company, to: | Juma Acquisition Corp. |
000 Xxxxxx Xxxxxx | |
Xxxxxxxxxxx, XX 00000 | |
Attention: Xxxxx Xxxxxxxx |
;
if to
the Employee, to the address set forth in the preamble of this
Agreement.
Any
such
notice or communication shall be delivered by hand or by courier or sent
certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in
a
notice duly delivered as described above), and the third business day after
the
actual date of mailing shall constitute the time at which notice was
given.
13. Waiver.
The
failure of a party to insist upon strict adherence to any term of this Agreement
on any occasion shall not operate or be construed as a waiver of the right
to
insist upon strict adherence to that term or any other term of this Agreement
or
any other occasion. Any waiver must be in writing with proper notice given
as
per Section 10 above.
14. Separability.
If any
provision of this Agreement shall be declared to be invalid or unenforceable,
in
whole or in part, such invalidity or unenforceability shall not affect the
remaining provisions hereof, which shall remain in full force and
effect.
15. Assignment.
This
Agreement shall be binding upon and inure to the benefit of the heirs and
representatives of Employee and the assigns and successors of the Company,
but
neither this Agreement nor any rights or obligations hereunder shall be
assignable or otherwise subject to hypothecation by Employee (except by will
or
by operation of the laws of intestate succession) or by the Company, except
that
the Company may assign this Agreement to any affiliate or successor (whether
by
merger, purchase or otherwise) of all or substantially all of the stock, assets
or businesses of the Company, if such affiliate or successor expressly agrees
to
assume the obligations of the Company hereunder.
16. Amendment.
This
Agreement may only be changed, modified or amended by written agreement of
the
parties hereto. Any alleged oral modifications or amendments shall be deemed
null and void.
17. Beneficiaries;
References.
The
Employee shall be entitled to select (and change to the extent permitted under
applicable law) a beneficiary or beneficiaries to receive any compensation
or
benefit payable hereunder following the Employee’s death, and may change such
election, in either case by giving the Company written notice thereof. In the
event of the Employee’s death or a judicial determination of his incompetence,
reference in this Agreement to the Employee shall be deemed, where appropriate,
to refer to his beneficiary, estate or other legal representative. Any reference
to the masculine gender in this Agreement shall include, where appropriate,
the
feminine.
18. Survival.
Notwithstanding the termination of the Employee’s employment hereunder, the
provisions hereof shall, unless the context otherwise requires, survive such
termination.
19. Complete
Agreement.
This
Agreement contains the entire understanding between the parties and is intended
to be the complete and exclusive statement of the terms and conditions of the
agreement between the parties and supersedes in all respects any prior agreement
or understanding between the Company and the Employee as to employment
matters.
20. Withholding. The
Company shall be entitled to withhold from payment to the Employee, any amount
of withholding required by law.
21. Governing
Law.
This
Agreement shall be construed, interpreted and governed in accordance with the
laws of the State of New York, without reference to rules relating to conflicts
of law.
22. Counterparts.
This
Agreement may be executed in two or more counterparts, each of which will be
deemed an original.
23. Attorneys’
Fees.
In the
event that any proceeding has been commenced to interpret, construe, or enforce
this Agreement, the prevailing party shall be entitled to seek its reasonable
attorneys’ fees.
IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
as
of the date first above written.
JUMA
ACQUISITION CORP.
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By: | ||
Name: | ||
Title: |
COMPANY NAME CORPORATION | ||
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By: | ||
Name: | ||
Title: |
Schedule
A
Juma
Acquisition Corp.
Salary
& Benefit Table
Name
and Title
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Salary
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Annual
Bonus
|
Xxxxxx
Xxxxxxxxx
|
$
125,000
|
As
determined by the Board of Directors of the Company, up to five times
base
salary-in a combination of cash and restricted stock of Juma (50-50)-based
on mutually agreed upon performance
criteria.
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